EMPLOYEE CONFIDENTIALITY

AGREEMENT

EMPLOYEE CONFIDENTIALITY AGREEMENT

1. RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE.
At all times during the term of my employment and thereafter, I will hold in strictest
confidence and will not disclose, use, lecture upon or publish any of the Company's
Proprietary Information (defined below), except as such disclosure, use or publication
may be required in connection with my work for the Company, or unless an executive
officer of the Company expressly authorizes such in writing.
The term "Proprietary Information" shall mean trade secrets, confidential knowledge,
data or any other information of the Company. By way of illustration but not limitation,
"Proprietary Information" includes (a) trade secrets, customer details, processes, source
and object codes, data, programs, other works of authorship, know-how, improvements,
discoveries, developments, designs and techniques (hereinafter collectively referred to as
"Inventions"); and (b) information regarding plans for new products, regulatory matters,
marketing and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and information regarding the skills
and compensation of other employees of the Company.
2. THIRD PARTY INFORMATION.
I understand, in addition, that the Company has received, and in the future will receive,
from third parties confidential or proprietary information ("Third Party Information")
subject to a duty on the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes.
During the term of my employment and thereafter, I will hold Third Party Information in
the strictest confidence and will not disclose to anyone (except in connection with my
work for the Company), unless expressly authorized by an executive officer of the
Company in writing.
3. NO IMPROPER USE OF MATERIALS.

During my employment by the Company, I will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employer or any other
person to whom I have an obligation of confidentiality, and I will not bring onto the
premises of the Company any unpublished documents or any property belonging to any
former employer or any other person to whom I have an obligation of confidentiality
unless consented to in writing by that former employer or person.

4. RETURN OF COMPANY DOCUMENTS.

When I leave the employ of the Company, I will deliver to the Company any and all
notes, memoranda, including software, documents and computer printouts, together with
all copies thereof, Third Party Information or Proprietary Information of the Company. I
further agree that any property situated on the Company's premises and owned by the
Company, including disks and other storage media, filing cabinets or other work areas, is
subject to inspection by Companies Information Security Team at any time with or
without notice.
5. IMPLEMENTATION OF INFORMATION SECURITY POLICIES:
I will
Understand and comply with the information security policies and processes of
the organization.

Will follow the information classification guidelines on all the documents /

reports

Follow the acceptable usage policy of IT systems and data: use company assets
strictly for business purpose only and will not use them for any un-lawful activity

Follow all laws of the land. I will not indulge in any un-lawful activity.

Protect companys and other organizations intellectual property.

Fully understand that my activities using company assets may need to be

monitored for business and legal reasons

This Agreement shall be effective as of the first day of my employment with the
Company.
I agree that this agreement shall be governed for all purposes by the laws of India and
that venue for any action arising out of this agreement shall be the courts of India. If any

provision of this agreement shall be declared excessively broad, it shall be construed so

as to afford AFL the maximum protection permissible by law. If any provision of this
agreement is void or is so declared, such provision shall be severed from this agreement,
which shall otherwise remain in full force and effect. This agreement sets forth the entire
agreement of the parties as to the subject matter hereof and any representations, promises,
or conditions in connection therewith not in writing and signed by both parties shall not
be binding upon either party, the terms and conditions of this agreement shall survive
termination of my employment.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.
I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
EMPLOYEE
Signature:
------------------------------Name:
--------------------------------Dated:
---------------------------------Employee ID:
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